In his opening statements to the jury at the beginning of the first trial in September of 2003, L. Dennis Kozlowski’s lead defense attorney Stephen Kaufman said, “. . . You will not find proof that Dennis Kozlowski is a cheat, a liar or a thief,” after which Kaufman asked, “Who then is this man? What is his background? What has he done in his lifetime? How can we better understand who this man is?”

The Governance Year in Review issue is our opportunity to reflect on the year just past, with the month-by-month timeline of 2013 (starting on page 27) as the centerpiece of our look back. In thinking of a way to capture the zeitgeist of 2013 for this editor’s note, I went a classic route and assembled a top 10 list. Here are keenly observed comments made by authors whom we published last year: 

My second quarter 2014 publisher’s letter elicited much response. In my piece, I posed the question whether boards should periodically inquire about the number of jobs being created in their companies. I posited that CEOs and their boards should build businesses that retain jobs and create new ones. Americans want to work, and American businesses owe them good-paying jobs, which not only provide a living but also offer self-worth, respect, and dignity. 

When we think about why some companies are more effective than others, we don’t always focus on its board of directors as a source for that competitive advantage. But why is that?

Boards were originally formed as a way to create a consigliere or advisor to a company’s CEO and management team. But that relationship has changed over time, especially in the wake of
Sarbanes-Oxley (SOX), which designated boards as chiefly a compliance vehicle or shareholder posse.

Ed. Note:  Do you need a guide to getting your board minutes “just right” — not too much detail, but not too little? Then you may want to get your hands on a copy of Corporate Minutes: A Publication for the Corporate Secretary. Released in February 2014 by the American Society of Corporate Secretaries & Governance Professionals (www.governanceprofessionals.org), this 27-page guide has been substantially updated from the original 2006 publication to reflect current views and challenges in minutes taking.

Ed. Note: The Complete Guide to Executive Compensation (Third Edition) by Bruce Ellig was published in January 2014 by McGraw-Hill (www.mhprofessional.com). Long recognized as the guide to executive pay, the new edition is an impressive, 1,000-page

Ed. Note: On April 24, 2014, in a black-tie ceremony, Bill George, former chairman and CEO of medical technology company Medtronic Inc. and now a professor of management practice at Harvard Business School, is to receive the 2014 Bower Award for Business Leadership. Presented by the Franklin Institute in Philadelphia, the award recognizes extraordinary business leadership.

Most of us believe we strive to make the best possible choices when we add or replace directors. The question is: how rational are we really?

Our selection processes for new directors are subject to a host of subtle and often unrecognized biases, the result of which can create much less diverse and effective boards than most members realize.

Biases in determining the pool of candidates